0001145443-04-000049 Sample Contracts

SECOND AMENDMENT OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 21st, 2004 • Eaton Vance Corp • Investment advice

THIS SECOND AMENDMENT OF STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of September 10, 2003 by and among Eaton Vance Acquisitions, a Massachusetts business trust (“Buyer”), PPA Acquisition, L.L.C., a Delaware limited liability company (“Seller”), PPA Acquisition Corp., a Delaware corporation doing business under the name “Parametric Portfolio Associates” (the “Company”), and each of Brian Langstraat and David M. Stein (the “Members”). Terms used in this Amendment without definition shall have the meanings given to them in the Stock Purchase Agreement, dated as of June 4, 2003, by and among the parties hereto, as amended by the First Amendment of Stock Purchase Agreement, dated as of July 30, 2003 (as amended, the “Stock Purchase Agreement”).

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STOCK PURCHASE AGREEMENT by and among PPA ACQUISITION CORP. PPA ACQUISITION, L.L.C. EATON VANCE ACQUISITIONS and THE OTHER PERSONS PARTY HERETO Dated as of June 4, 2003
Stock Purchase Agreement • January 21st, 2004 • Eaton Vance Corp • Investment advice • New York
FIRST AMENDMENT OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 21st, 2004 • Eaton Vance Corp • Investment advice

THIS FIRST AMENDMENT OF STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 30, 2003 by and among Eaton Vance Acquisitions, a Massachusetts business trust (“Buyer”), PPA Acquisition, L.L.C., a Delaware limited liability company (“Seller”), PPA Acquisition Corp., a Delaware corporation doing business under the name “Parametric Portfolio Associates” (the “Company”), and each of Brian Langstraat and David M. Stein (the “Members”). Terms used in this letter agreement without definition shall have the meanings given to them in the Stock Purchase Agreement.

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